UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On February 17, 2023, Arcimoto Property Holding Company, LLC (the “Borrower”) (which is a wholly-owned subsidiary of APHC Holdings, LLC (“Holdings”), which is a wholly-owned subsidiary of Arcimoto, Inc. (the “Company”)), which owns all of the real property formerly owned by the Company, entered into a Loan Agreement (the “Loan Agreement”) with HRE FUV Lending, LLC (the “Lender”) and issued a related Promissory Note (the “Note”) payable to the Lender.
Pursuant to the Loan Agreement and the Note, the Borrower is receiving a $6,000,000 loan secured by all the real properties of the Borrower all equity interests of Borrower. The loan:
| (i) | has an initial term of six (6) months, with the possibility of \a further six (6) month extension upon the satisfaction of certain conditions; |
| (ii) | requires interest payments and fees only until maturity; |
| (iii) | has an interest rate equal to twenty percent (20%) per annum for the first six (6) months (with the possibility of retroactive reduction to 10% if repaid in full within such six (6) months without an event of default having occurred) and zero percent (0%) per annum for the six (6) month extension period; |
| (iv) | contemplates an increase in the interest rate if an event of default occurs; |
| (v) | requires an upfront fee to Lender of $600,000 on the date the loan is made (and an additional facility fee to Lender of $300,000 if the loan is not repaid in full within the first six (6) months or if an event of default occurs); |
| (vi) | requires that, in the event of prepayment, a minimum of $600,000 in interest must have been paid (with the possibility of reduction to $300,000 if repaid in full within the first six (6) months if no event of default has occurred); |
| (vii) | provides that $500,000 of the loan amount is retained as a holdback by Lender for disbursement to Borrower only after certain construction is completed at the real property and the cost of such construction is paid in full by Borrower; |
| (viii) | is fully guaranteed by Holdings; and |
| (ix) | is subject to a limited recourse guaranty by the Company. |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARCIMOTO, INC. | ||
| Date: February 22, 2023 | By: | /s/ Jesse Fittipaldi |
| Jesse Fittipaldi | ||
| Chief Executive Officer | ||
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